Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
CHANGES IN DIRECTORATE
The following changes in directorate of the Company have become effective on 1 September
2011:
1. appointment of Mr. Andrew Y. Yan as a non-executive director;
2. resignation of Mr. Tong Ka Wing, Carl as an independent non-executive director and accordingly, cessation as the Deputy Chairman, a member of the Audit Committee, and a member and the chairman of the Remuneration Committee;
3. resignation of Miss Leung Churk Yin, Jeanny as a non-executive director; and
4. re-designation of Mr. Low Chee Keong and Mr. Lo Kwok Kwei, David as independent non-executive directors.
Appointment of non-executive director
The board of directors (the “Board”) of eSun Holdings Limited (the “Company”) is pleased to announce that Mr. Andrew Y. Yan (“Mr. Yan”) has been appointed a non-executive director of the Company (the “NED”) with effect from 1 September 2011.
Mr. Yan, aged 53, joined SAIF Partners in 2001 and is currently the managing partner of SAIF Partners. He holds a Master’s degree in International Political Economy from the Princeton University and a Bachelor’s degree in Engineering from the Nanjing Aeronautic Institute (presently the Nanjing University of Aeronautics and Astronautics).
Mr. Yan is currently a non-executive director of China Huiyuan Juice Group Limited, Digital China Holdings Limited, MOBI Development Co., Ltd. and NVC Lighting Holding Limited and an independent non-executive director of China Resources Land Limited and Fosun International Limited. The issued shares of all the above companies are listed on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). Further, Mr. Yan is a director of Acorn International, Inc. (listed on the New York Stock Exchange), ATA Inc. and Global Education & Technology Group Limited (both listed on the NASDAQ Global Market) and Eternal Asia Supply Chain Management Ltd. (listed on the Small and Medium Enterprise Board of the Shenzhen Stock Exchange) as well as an independent director of Giant Interactive Group, Inc. (listed on the New York Stock Exchange).
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In addition, from 2001 to November 2009, Mr. Yan was an independent non-executive director of Stone Group Holdings Limited, the shares of which were listed on the Stock Exchange. He was also an independent non-executive director of China Oilfield Services Limited (listed on the Stock Exchange) from 2002 to June 2009, and a director of China Digital TV Holding Co., Ltd. (listed on the New York Stock Exchange) from 2004 to September 2008.
Mr. Yan does not have a service contract with the Company but will be entitled to receive an annual director’s fee of HK$240,000 and such allowances (where applicable), discretionary bonus and other remuneration as may be determined by the Board with reference to the performance of the Company, his duties and responsibilities and time allocated to the Company as well as prevailing market conditions. In accordance with the provisions of the Bye-laws of the Company (the “Bye-laws”), Mr. Yan is due to retire from office at the next general meeting of the Company and is eligible for re-election thereat. If re-elected, he will be subject to retirement by rotation once every three years since then or his next election and will also be eligible for re-election as a director at future annual general meetings of the Company (“AGMs”).
As at the date hereof, except for his deemed interest in 125,000,000 shares (approximately
10.05% of the issued shares) in the Company being held by SAIF Partners IV LP (a company
indirectly controlled by Mr. Yan as a director and the sole shareholder of SAIF IV GP Capital Limited which acts as the sole general partner of SAIF IV GP LP which in turn acts as the sole general partner of SAIF Partners IV LP), Mr. Yan does not have any interests or short positions in
the shares, underlying shares and/or debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong (the “SFO”). Apart from the aforesaid, Mr. Yan does not have any relationship with any
directors, senior management or substantial or controlling shareholders of the Company.
Save as disclosed above, there are no other matters relating to Mr. Yan’s appointment that need to be brought to the attention of the shareholders of the Company (the “Shareholders”), and there is no information that need to be disclosed pursuant to the requirements of the provisions of Rule
13.51(2) (h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange (the
“Listing Rules”).
The Board extends its warm welcome to Mr. Yan.
Resignation of independent non-executive director and cessation as members of the Audit
Committee and the Remuneration Committee
The Board announces that due to his other personal engagements which call for a greater time commitment, Mr. Tong Ka Wing, Carl (“Mr. Tong”) has resigned as an independent non-executive director of the Company (“INED”) with effect from 1 September 2011 and accordingly, he has ceased to be the Deputy Chairman of the Board, a member of the audit committee of the Company (the “Audit Committee”), and a member and the chairman of the remuneration committee of the Company (the “Remuneration Committee”) with effect from the same date.
Mr. Tong has confirmed that in relation to his resignation, he has no disagreement with the Board and there are no matters that need to be brought to the attention of the Shareholders.
Mr. Tong has served on the Board for almost seven years. The Board would like to express its sincere gratitude to Mr. Tong for his valuable contribution to the Board, the Audit Committee as well as the Remuneration Committee during the tenure of his office.
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Resignation of non-executive director
Miss Leung Churk Yin, Jeanny (“Miss Leung”) has resigned as a NED with effect from 1
September 2011 due to greater time requirements of her other personal commitments.
Miss Leung has confirmed that in relation to her resignation, she has no disagreement with the
Board and there are no matters that need to be brought to the attention of the Shareholders.
Miss Leung was an executive director and the chief executive officer of the Company from 1
September 2007 to 31 December 2010, and was re-designated as a NED on 1 January 2011. The Board would like to express its appreciation to Miss Leung for her valuable contribution to the Company during the tenure of her office.
With effect from 1 September 2011, Miss Leung has also resigned as a non-executive director of
Lai Sun Garment (International) Limited, a listed affiliate of the Company.
Re-designation of directors
The Board also announces that:
(a) each of Mr. Low Chee Keong (“Mr. Low”) and Mr. Lo Kwok Kwei, David (“Mr. Lo”) has been re-designated from a NED to an INED with effect from 1 September 2011; and
(b) Mr. Low has been appointed chairman of the Remuneration Committee also on the same date and he will continue to be Chairman of the Company as well as a member of the Audit Committee.
Mr. Low Chee Keong
Mr. Low, aged 51, first joined the Board in August 1999 as an INED, and was elected Chairman of the Company and re-designated as a NED on 1 June 2010. He has been a member of the Chartered Institute of Marketing of the United Kingdom since 1986 and has over 15 years’ experience in the property development and maintenance industry in Singapore.
The Company and Mr. Low have not entered into any service contract with a fixed term but Mr. Low will be subject to retirement by rotation once every three years since his last election and will also be eligible for re-election as a director at future AGMs in accordance with the provisions of the Bye-laws.
Mr. Low is entitled to annual remuneration of HK$625,000 and HK$50,000 respectively for chairmanships of the Board and the Remuneration Committee, and such allowances (where applicable), discretionary bonus and other remuneration as may be determined by the Board with reference to the performance of the Company, his duties and responsibilities and time allocated to the Company as well as prevailing market conditions.
Mr. Low does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company. He does not have any interests or short positions in the shares, underlying shares and/or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
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Save as disclosed above, there are no other matters relating to Mr. Low’s re-designation which need to be brought to the attention of the Shareholders, and there is no information which is discloseable pursuant to the requirements of the provisions under Rule 13.51(2) (h) to (v) of the Listing Rules.
Mr. Lo Kwok Kwei, David
Mr. Lo, aged 51, was appointed a NED in March 2009. Mr. Lo holds the degrees of Bachelor of Laws and Bachelor of Jurisprudence from the University of New South Wales, Australia. He was admitted as a solicitor of the Supreme Court of New South Wales, Australia in 1984 and has been a member of The Law Society of Hong Kong since 1987. He has been practising as a solicitor in Hong Kong for over 20 years and is a partner of a law firm, David Lo & Partners. He is an independent non-executive director of Man Yue International Holdings Limited, the shares of which are listed on the Main Board of the Stock Exchange.
The Company and Mr. Lo have not entered into any service contract with a fixed term but Mr. Lo will be subject to retirement by rotation once every three years since his last election and will also be eligible for re-election as a director at future AGMs in accordance with the provisions of the Bye-laws.
Mr. Lo is entitled to an annual director’s fee of HK$240,000 and such allowances (where applicable), discretionary bonus and other remuneration as may be determined by the Board with reference to the performance of the Company, his duties and responsibilities and time allocated to the Company as well as prevailing market conditions.
Mr. Lo does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company. He does not have any interests or short positions in the shares, underlying shares and/or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, there are no other matters relating to Mr. Lo’s re-designation which need to be brought to the attention of the Shareholders, and there is no information which is discloseable pursuant to the requirements of the provisions under Rule 13.51(2) (h) to (v) of the Listing Rules.
By Order of the Board eSun Holdings Limited Kwok Siu Man Company Secretary
Hong Kong, 1 September 2011
As at the date of this announcement, the Board comprises four executive directors, namely Dr. Lam Kin Ngok, Peter and Messrs. Lui Siu Tsuen, Richard (Chief Executive Officer), Cheung Wing Sum, Ambrose and Cheung Sum, Sam; three non-executive directors, namely Madam U Po Chu, Mr. Albert Thomas da Rosa, Junior and Mr. Andrew Y. Yan; and four independent non-executive directors, namely Messrs. Low Chee Keong (Chairman), Alfred Donald Yap and Lo Kwok Kwei, David and Dr. Ng Lai Man, Carmen.
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Source:4-traders